DAVID OFF HUTCHER & CITRON
605 Third Avenue, 34th Floor
New York, New York 10158
May 11, 2015
Division of Corporate Finance
Securities and Exchange Commission
100 f Street, N.E.
Washington, D.C. 20549
Attention: Mara L. Robinson
Assistant Director
Re:
Blue Earth, Inc.
Registration Statement on Form S-3
Filed March 25, 2015
File No. 333-202973
Dear Ms. Ransom:
The Company has filed Amendment No. 3 to its Registration Statement on this date to include information about an additional selling stockholder and to otherwise update the prospectus. No changes were made to the aggregate number of shares from the previously filed amendments to the Company’s Registration Statement on Form S-3 (File No. 333-202973).
If you have any comments or questions regarding the foregoing, please do not hesitate to contact the undersigned at 646-428-3210.
Very truly yours,
DAVIDOFF HUTCHER & CITRON LLP
By: /s/ Elliot H. Lutzker
Elliot H. Lutzker, Partner
cc:
Johnny R. Thomas
